Exhibit 99.1
NEWS
FOR IMMEDIATE RELEASE
| Contact: | Paul Caminiti/Carrie Bloom | |||
| Citigate Sard Verbinnen | ||||
| 212-687-8080 |
CLOSING OF AMENDED DEBT CONVERSION AGREEMENT
AND PRIVATE PLACEMENT SCHEDULED TO OCCUR ON MARCH 11, 2005
NEW YORK, NY, March 4, 2005 – Ladenburg Thalmann Financial Services Inc. (AMEX: LTS) announced today that the closing of the previously announced Amended and Restated Debt Conversion Agreement with Frost-Nevada Investments Trust and New Valley Corporation, the holders of Ladenburg’s senior convertible promissory notes, and Ladenburg’s private financing, has been scheduled to take place on March 11, 2005. Pursuant to the Amended and Restated Debt Conversion Agreement, Frost-Nevada Investments Trust and New Valley Corporation will convert their notes, with an aggregate principal amount of $18,010,000, together with the accrued interest of $4,689,107, into 51,778,678 shares of common stock of Ladenburg. Frost-Nevada and New Valley will also each purchase 11,111,111 shares of common stock from Ladenburg for $5,000,000, or $0.45 per share.
As a result of the foregoing transactions, which were approved by Ladenburg’s stockholders at its Annual Meeting held in January 2005, the net effect on Ladenburg’s balance sheet will be an increase to shareholders’ equity of approximately $32,700,000. Upon consummation of the foregoing transactions, Frost-Nevada (and its affiliates) will be the beneficial owner of approximately 37.2% of Ladenburg’s stock and New Valley will be the beneficial owner of approximately 25.7% of Ladenburg’s stock. However, New Valley has informed Ladenburg that it will distribute the 19,876,358 shares it will receive as a result of the conversion of the notes it holds as a dividend to its stockholders promptly following the closing of such transactions. Following the distribution by New Valley, New Valley would beneficially own approximately 9.3% of Ladenburg’s stock.